euro adhoc: Bayer Schering Pharma AG
Interim Announcement
Intermediate report of the management transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
09.05.2007
Interim Announcement by Bayer Schering Pharma AG, May 9, 2007
Bayer Schering Pharma AG gets off to a dynamic start in 2007
On account of the integration of Bayer Schering Pharma AG into the Bayer Group and the associated changes in terms of the legal corporate structure, the absolute values for the Bayer Schering Pharma AG group and its segments as of fiscal 2007 are no longer comparable to the corresponding prior-year periods. This data therefore will not be provided. Net sales of key Bayer Schering Pharma products - including business now treated as that of other Bayer Group companies - are given in the Bayer Group Interim Report as of March 31, 2007.
Operating business of Bayer Schering Pharma posts gratifying growth
In our Women's Healthcare business unit, the main growth drivers were the oral contraceptives of the Yasmin®/YAZ®/Yasminelle® product line, sales of which increased significantly. This positive performance was due particularly to the launch of Yasminelle® in Europe and of YAZ® in the United States and Latin America. In January, the U.S. Food and Drug Administration (FDA) expanded the registration for YAZ®, which can now be used in the United States to treat moderately severe acne in women. Sales of our intra-uterine system Mirena® also advanced in the first quarter thanks mainly to strong growth in the United States.
In the Diagnostic Imaging business unit, sales of Magnevist® rose, while those of Ultravist® fell markedly from the prior-year quarter. Having voluntarily withdrawn the 370 mgI/ml formulation of Ultravist® in the summer of 2006, we resumed sales of this product in some countries in the first quarter of 2007. We expect to resume distribution of the product soon in the remaining countries as well.
The Specialized Therapeutics business unit succeeded in increasing sales of our top product Betaferon®/Betaseron® to treat multiple sclerosis (MS).
The successful performance of our main sales drivers had a positive impact on the earnings of the Bayer Schering Pharma AG group.
Integration of the Bayer Schering Pharma AG group into the Bayer Group proceeding to schedule
With the registration of the domination and profit-and-loss transfer agreement at the end of October last year, work started on integrating the Bayer Schering Pharma AG group into the Bayer Group and merging the pharmaceuticals business of Bayer Schering Pharma AG and its subsidiaries with that of the Bayer Group. Both of these businesses are to be managed uniformly in the interest of the Bayer Group and its subgroup Bayer HealthCare. All key functional areas, especially research and development, procurement, production, sales, marketing and administration, will be amalgamated.
As part of the integration process, the realignment of the legal corporate structure of the Bayer Schering Pharma AG group has begun. In this context, a total of 52 subsidiaries were sold to Bayer AG or its subsidiaries at the end of 2006, so they no longer fall within the scope of consolidation of Bayer Schering Pharma AG. More than 30 other companies were sold to Bayer AG or its subsidiaries at the beginning of 2007. The proceeds from the sale of companies to Bayer in the first quarter of 2007 came to EUR 317 million, while the pre- tax income was EUR 167 million.
To facilitate implementation of the necessary restructuring measures, Bayer Schering GmbH - as the majority stockholder of Bayer Schering Pharma AG - is seeking to acquire all the shares of Bayer Schering Pharma AG. Under a resolution adopted by the Extraordinary Stockholders' Meeting of Bayer Schering Pharma AG on January 17, 2007, Bayer Schering GmbH, a wholly owned subsidiary of Bayer AG and majority stockholder of Bayer Schering Pharma AG, is to acquire the shares held by the minority stockholders in return for compensation in cash of EUR 98.98 per share. Dissenting stockholders are seeking to have the stockholder resolution set aside or to have it declared null and void.
Bayer Schering Pharma to acquire biologics manufacturing facility in the United States
To safeguard our Betaseron® business, we signed an agreement with Novartis in March 2007 to acquire the biologics manufacturing facility in Emeryville, California, currently used to produce Betaseron®. The acquisition is subject to the approval of the antitrust authorities. According to the terms of the agreement, Bayer will make a one-time payment to Novartis of approximately US$ 110 million for the production facility, including the Biologics License Application (BLA). Bayer Schering Pharma will continue to pay Novartis royalties equivalent to those being paid currently on net sales of Betaseron® manufactured by Bayer at the Emeryville facilities until the original agreement with Novartis expires in October 2008. After this date, no more royalties will be due to Novartis on the sales of Betaseron®. Bayer Schering Pharma will also acquire the existing inventories. In return, Novartis will receive a license to establish its own brand based on interferon beta-1b starting in 2009. Subject to health authority approval, Bayer Schering Pharma will manufacture the product for Novartis from 2009 forward and receive in return a low double-digit percentage royalty from Novartis.
Effective mid-March 2007, the shares of Bayer Schering Pharma AG are no longer admitted to the Prime Standard Segment of the Frankfurt Stock Exchange where there are additional reporting obligations. Since then, Bayer Schering Pharma AG is no longer subject to these additional reporting obligations, but only to the general reporting requirements of the German Stock Exchange Admission Regulations and the new provisions of the German Securities Trading Act (WpHG). As of the beginning of 2007, this Act obligates listed companies to publish interim announcements by the Board of Management for the first and third quarters.
Berlin, May 4, 2007
Bayer Schering Pharma Aktiengesellschaft The Board of Management
Forward-looking statements This Interim Announcement contains forward-looking statements based on current assumptions and forecasts made by Bayer Group management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in our public reports filed with the Frankfurt Stock Exchange and with the U.S. Securities and Exchange Commission (including Form 20-F). The company assumes no liability whatsoever to update these forward- looking statements or to conform them to future events or developments.
end of announcement euro adhoc 09.05.2007 12:40:38
Further inquiry note:
Branche: Pharmaceuticals
ISIN: DE0007172009
WKN: 717200
Börsen: Baden-Württembergische Wertpapierbörse / regulated dealing
Niedersächsische Börse zu Hannover / regulated dealing
Frankfurter Wertpapierbörse / official dealing/general
standard
Börse Berlin-Bremen / official dealing
Hamburger Wertpapierbörse / official dealing
Börse Düsseldorf / official dealing
Bayerische Börse / official dealing